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Dish TV India Directors Report, Dish TV Reports by Directors
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Dish TV India
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Directors Report Year End : Mar '15    « Mar 14
The Directors are pleased to present the 27th (Twenty Seventh) Annual
 Report and the Audited Financial Statements of the Company for the
 Financial Year ended March 31, 2015.
 
 FINANCIAL RESULTS
 
 The Financial Performance (Standalone) of your Company for the
 Financial Year ended March 31, 2015 is summarized below:
 
                                                  (Rs. In Lakhs)
 
 Particulars                            Year ended       Year ended
                                        March 31, 2015   March 31, 2014
 
 Sales & Services                          278,164          250,898
 
 Other Income                                5,468            6,602
 
 Total Income                              283,632          257,500
 
 Total Expenses                            283,531          261,284
 
 Profit/(Loss) before Tax &                    101           (3,784)
 
 Prior Period Item
 
 Prior Period Item                             -            (11,637)
 
 Profit/(Loss) before Tax                      101          (15,421)
 
 Provision for Taxation (net)                  -                -
 
 Profit/(Loss) after Tax                       101          (15,421)
 
 Profit/(Loss) for the Year                    101          (15,421)
 
 Add: Balance brought                     (197,225)        (181,804)
 forward
 Adjustment for                               (738)             -
 depreciation
 
 Amount available for                     (197,862)        (197,225)
 
 appropriations
 
 Balance Carried Forward                  (197,862)        (197,225)
 
 There have been no material changes and commitments that have occurred
 after close of the financial year till the date of this report, which
 affect the consolidated financial position of the Company.
 
 DIVIDEND
 
 The Board takes the pleasure to report that your Company becomes the
 first Indian Direct To Home (''DTH'') operator to have profits in a
 financial year. With sustained focus on the business, your Company has
 reported a profit of Rs. 101.45 Lacs during the financial year under
 review. However, with a view to conserve the resources for future
 business requirements and expansion plans, your Directors are of view
 that the current year''s profits be ploughed back into the operations
 and hence no dividend is recommended for the year under review.
 
 BUSINESS OVERVIEW
 
 The Financial Year 2014-15 has been a year of outstanding performance
 for Dish TV. By executing clear and consistent strategies, the company
 has delivered strong operational growth and excellent financials -
 making it the first DTH Brand to turn profitable. The year under review
 witnessed increase in all folds including gross revenue, gross
 subscriber base, EBITDA and ARPU and Net Profit.
 
 Dish TV offers a wide array of multi-brand and multi product portfolio
 to suit the needs of different consumer segments. It has been a
 conscious effort of your Company to lead on the content front for both
 HD and SD channels. Continuing to lead the category with largest
 bouquet of 43 HD channels, dishtruHD  has taken the HD TV viewing
 experience to the next level whilst also building a high-ARPU base of
 HD users that helps in retention too. Evaluating the increase in trend
 on the usage of recording, Dish TV now only offers recorder ready
 set-top boxes which allows Indian consumers to taste the power of
 pause/play and other recording features. With the up-gradation of
 customers from Standard Definition (SD) to High Definition (HD) and
 uptake from new launches, the Company expects to see an increasing
 trend in the ARPU. The introduction of long term offers on recharges,
 will aid retention.
 
 Amongst several initiatives taken this year, the big success story is
 attributed to Zing Digital. With the launch of ZING, Dish TV forayed
 into a regionally customized DTH service which provides an opportunity
 to maximize its foothold as DAS rolls out further into phases 3 and 4,
 covering small towns and rural markets. Zing digital is now present in
 West Bengal, Tripura & 3 districts of Assam, Orissa, Maharashtra,
 Andhra Pradesh, Tamil Nadu and Kerala. Thinking ahead of the curve,
 Dish TV created an entirely new offering for consumers whose needs are
 largely regionally driven content and shop for pocket friendly
 subscription alternates. ZING brand is positioned comfortably between
 the DTH offering of Doordarshan on the one hand and pay DTH brands on
 the other, offering customized regional content at value for money
 prices. Understanding the target group was the key in introducing Zing
 Digital. The consumer in this segment has a high propensity intake for
 regional content and their purchase behavior, therefore, too is driven
 by an offering of maximum regional & relevant content rather than the
 entire bouquet of content which turns out to be an expensive
 proposition for them.
 
 With launch of the Direct to Home services in Sri Lanka by Dish T V
 Lanka (Private) Limited, subsidiary of your Company, the brand - Dish
 TV has now become a multi-national brand. This is a case in point
 having the most exhaustive distribution network plan charted for the
 region and the next stepping stone for the brand.
 
 Being the pioneer, the effort of Dish TV has always been to make
 entertainment accessible in the most convenient of ways to the
 consumers. A few examples of such offerings are - DishOnline, stemming
 from high penetration of smart phones and internet, the Indian consumer
 today is spending increasing time on alternate screens like the laptop,
 tablet & smartphone, away from the conventional TV viewing.
 Understanding the new dynamics of evolving consumer trends of
 multi-screen behavior, this product provides LIVE TV, on-demand movies,
 catch- up TV & Video shows at the press of a button on the app.
 Introducing value added services (VAS) like Anandam and Music Active,
 enticing today''s consumer who wants more from his TV entertainment.
 Music Active service fulfills the need of music-lovers by providing
 music across 10 genres 24X7. Do It Yourself services empower the
 consumer to take complete control of his entertainment needs, whether
 it''s about online recharge, adding a channel, tracking account details,
 activating a service and much more; via easy modes like Missed Call,
 SMS and Online.
 
 With the increase in number of more than one TV households, the focus
 lies on expanding the subscriber base with multi TV connections. Multi
 TV connections empower the consumer to enjoy their entertainment on
 their second TV set at less than half the pack price versus their
 subscription on the first TV. Initiatives like these have consistently
 made Dish TV, India''s Most Trusted Brand for the consecutive 3 years in
 a row. To take it further, this year Dish TV made inroads at the
 international level as a brand by winning 3 awards at the most
 prestigious advertising awards festival, Cannes Lions.
 
 During the year under review, your Company continued to engage
 subscribers by providing wholesome entertainment experience through
 relevant content, on demand services and the door step service &
 support.  The positive effect of the steps taken by the Company coupled
 with the continuous efforts to control the costs yielded positive
 results in all fronts of the business.  It also provided an edge over
 competition and the benefit of such service infrastructure will yield
 benefit in coming years. Your Company continued to play the role of the
 leader of the industry with bringing new and innovative products and
 services into the category and setting benchmarks for others to follow.
 Dish TV has built and continues to sustain abundant capacity, beaming
 from 2 different satellites, offering the largest bouquet of content.
 All this packaged at consumer friendly tiers that suit diverse consumer
 needs for content across different genres and languages.
 
 Growth would be supreme and so will be the revenues making Dish TV
 surely a brand to reckon with as we strive to enhance consumers TV
 viewing experience.
 
 SUBSIDIARY OPERATIONS
 
 Subsidiary in Sri Lanka
 
 Your Company, upon the approval of Board of Directors, incorporated a
 Joint Venture (''JV'') Company with Satnet (Private) Limited, a Company
 incorporated under the Laws of Sri Lanka, in the name and style of
 ''Dish T V Lanka (Private) Limited'' for providing Direct to Home
 Services in Sri Lanka, on April 25, 2012 with a paid-up share capital
 of 1 million Sri Lankan Rupees.  Your Company holds 70% of the paid-up
 share capital and Satnet (Private) Limited holds 30% of the paid- up
 share capital. Dish T V Lanka (Private) Limited has received the
 requisite licenses and permissions from regulatory authorities and has
 commenced its commercial operations. The Company has also been
 registered as a Board of Investment (''BOI'') approved Company in Sri
 Lanka. The registration with BOI grants various benefits to the company
 including duty free imports of the equipment and set top box for one
 year, tax holiday of 7 years etc.
 
 Subsidiary in India
 
 Your Company, upon the approval of Board of Directors and the Members
 of the Company, acquired the entire share capital of Xingmedia
 Distribution Private Limited (''Xingmedia'') on March 24, 2014. Upon
 requisite approvals, the name of Xingmedia has been changed to ''Dish
 Infra Services Private Limited'' (''Dish Infra''). Post approval of
 Members of the Company by way of Special Resolution passed by Postal
 Ballot, the entire non-core business of the Company (undertaking
 pertaining to the provision of infra support services to the
 subscribers for facilitating the DTH services including the instruments
 which are required for receiving DTH signals such as set top
 boxes(STB), dish antenna, Low Noise Boxes (LNB) and other customer
 related services including call centre services and repairs) has been
 transferred to Dish Infra with effect from April 1, 2015. Dish Infra
 has commenced its commercial operations (including call center and back
 end support service to the Company) in the first quarter of the
 Financial Year 2015-16.
 
 Upon nomination by the Company, an Independent Director of the Board
 has been appointed as an Independent Director on the Board of Dish
 Infra (Company''s material non-listed Indian Subsidiary) in compliance
 with the provisions of the listing agreement.
 
 Audited Accounts of Subsidiary Companies
 
 The Company has prepared the Audited Consolidated Financial Statements
 in compliance with applicable Accounting Standards and the Listing
 Agreement that forms part of this Annual Report. The Statement pursuant
 to Section 129(3) of Companies Act, 2013, and Rule 5 of Companies
 (Accounts) Rules, 2014 highlighting the summary of the financial
 performance of the subsidiaries is annexed to this Report. The Audited
 Financial Statements and related information of the Subsidiaries will
 be made available to any member, upon request, and shall also be open
 for inspection at the Registered Office of the Company.
 
 As required under the Accounting Standard AS-21 – ''Consolidated
 Financial Statements'', issued by the Institute of Chartered Accountants
 of India (''ICAI'') and applicable provisions of the Listing Agreement
 with the Stock Exchange(s), the Audited Consolidated Financial
 Statements of the Company reflecting the Consolidation of the Accounts
 of its subsidiaries to the extent of equity holding in these Companies
 are included in this Annual Report.
 
 During the year the Board of Directors has formulated a policy for
 determining Material Subsidiaries. The Policy is disclosed on the
 Company''s website and is accessible at
 http://www.dishtv.in/Pages/Investor/ Corporate-Governance.aspx
 
 LISTING
 
 Your Company''s fully paid up equity shares continue to be listed and
 traded on National Stock Exchange of India Limited (''NSE'') and BSE
 Limited (''BSE''). Both these Stock Exchanges have nation-wide terminals
 and hence facilitates the shareholders/investors of the Company in
 trading the shares. The Company has paid the annual listing fee for the
 Financial Year 2015- 16 to the said Stock Exchanges.
 
 The Company also paid the annual listing fee to the Luxembourg Stock
 Exchange in respect of its Global Depository Receipts (''GDR'').
 
 DEPOSITORIES
 
 Your Company has arrangements with National Securities Depository
 Limited (''NSDL) and Central Depository Services (India) Limited
 (''CDSL''), the Depositories, for facilitating the members to trade in
 the fully paid up equity shares of the Company in Dematerialized form.
 The Annual Custody fees for the Financial Year 2015-16 shall be paid to
 both the Depositories on receipt of invoices from them.
 
 SHARE CAPITAL
 
 During the year under review, your Company has allotted 616,820 fully
 paid equity shares, upon exercise of Stock Option by the eligible
 Employees of the Company, pursuant to the Employee Stock Option Scheme
 - 2007 (''ESOP - 2007'') of the Company and these shares were duly
 admitted for trading on the stock exchanges viz NSE and BSE.
 
 During the Financial Year 2008-09, your Company had come up with Right
 Issue of 518,149,592 equity shares of Rs. 1 each, issued at Rs. 22 per
 share (including premium of Rs. 21 per share), payable in three
 installments. Upon receipt of valid first and second call money from
 the concerned shareholders, during the year under review, the Company
 converted 50 equity shares from Rs. 0.50 each paid up to Rs. 0.75 each paid
 up and 250 equity shares from Rs. 0.75 each paid up to Rs. 1 each fully
 paid up.
 
 Pursuant to the issue of further equity shares under ESOP scheme and
 subsequent to conversion of partly paid equity shares, the paid up
 capital of your Company during the year has increased from Rs.
 1,064,934,215.75 (comprising of 1,064,902,570 fully paid up equity
 shares of Rs. 1 each & 22,193 equity shares of Rs. 1 each, paid up Rs. 0.75
 per equity share & 30,002 equity shares of Rs. 1 each, paid up Rs. 0.50 per
 equity share) to Rs. 1,065,551,110.75 (comprising of 1,065,519,640 fully
 paid up equity shares of Rs. 1 each & 21,993 equity shares of Rs. 1 each,
 paid up Rs. 0.75 per equity share & 29,952 equity shares of Rs. 1 each,
 paid up Rs. 0.50 per equity share)
 
 EMPLOYEE STOCK OPTION SCHEME
 
 In compliance with the Securities and Exchange Board of India (Employee
 Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
 1999, as amended from time to time, your Board had authorized the
 Nomination and Remuneration Committee (formerly ''Remuneration
 Committee'') to administer and implement the Company''s Employees Stock
 Option Scheme (ESOP – 2007) including deciding and reviewing the
 eligibility criteria for grant and /or issuance of stock options to the
 eligible Employees / Independent Directors under the Scheme. The ESOP
 Allotment Committee of the Board considers, reviews and allots equity
 shares to the eligible Employees / Independent Directors exercising the
 stock options under the Employee Stock Option Scheme (ESOP – 2007) of
 the Company.
 
 During the period under review, the Nomination and Remuneration
 Committee (formerly ''Remuneration Committee'') of the Board granted
 207,500 stock options to the eligible Employees as per the ESOP – 2007
 of the Company. The Board of Directors, during the year, allotted
 616,820 fully paid equity shares, upon exercise of the stock options by
 eligible Employees under the ESOP – 2007.
 
 Applicable disclosures relating to Employees Stock Options as at March
 31, 2015, pursuant to Clause 12 (Disclosure in the Directors'' Report)
 of the SEBI (Employees Stock Option Scheme and Employees Stock Purchase
 Scheme) Guidelines, 1999, as amended from time to time, are set out in
 the Annexure to this Report.
 
 Statutory Auditors'' certificate to the effect that the ESOP – 2007
 Scheme of the Company has been implemented in accordance with the SEBI
 Guidelines and as per the resolution passed by the members of the
 Company, as prescribed under Clause 14 of the said Guidelines, has been
 obtained and shall be available for inspection at the Annual General
 Meeting of the Company. Copy of the same shall also be available for
 inspection at the Registered Office of the Company.
 
 RIGHT ISSUE OF SHARES & UTILISATION OF PROCEEDS THEREOF
 
 Out of the total Right Issue size of Rs. 113,992.91 Lakhs, the Company
 has received a sum of Rs. 113,986.35 Lakhs towards the share application
 and call money(s) as at March 31, 2015.
 
 The details of utilization of Rights Issue proceeds are placed before
 the Audit Committee and the Board on a quarterly basis. Further, the
 Company also provides the details of the utilization of Rights Issue
 proceeds to IDBI Bank Limited, the Monitoring Agency of the Company, on
 half yearly basis along with Auditors'' Certificate on Utilization and
 furnishes the Monitoring Report to the Stock Exchanges.
 
 The Board at its meeting held on May 28, 2009 approved to make changes
 in the manner of usage of right issue proceeds. The utilization of
 rights issue proceeds as on March 31, 2015, is as under:
 
 Particulars                                             Amount
                                                        (Rs.In Lakhs)
 
 Repayment of loans                                      28,421.44
 
 Repayment of loans received after                       24,300.00
 
 launch of the Rights Issue
 
 General Corporate Purpose                               34,720.40
 
 Acquisition of Consumer Premises                        26,000.00
 
 Equipment (CPE)
 
 Right Issue Expenses                                       544.52
 
 Total                                                  113,986.36
 
 The half yearly Monitoring Reports issued by IDBI Bank Limited, the
 Monitoring Agency of the Company, containing deviation from the
 original proposed expenditure plan and in accordance with the approved
 revised plan was recorded by the Audit Committee and the Board at their
 respective meetings and necessary compliance in this regard had been
 carried out.
 
 GLOBAL DEPOSITORY RECEIPT
 
 The Global Depository Receipt (''GDR'') Offer of the Company for 117,035
 GDRs at a price of US $ 854.50 per GDR, each GDR representing 1,000
 fully paid equity shares of the Company were fully subscribed by Apollo
 India Private Equity II (Mauritius) Limited.  The underlying shares
 against each of the GDRs were issued in the name of the Depository -
 Deutsche Bank Trust Company Americas. As on March 31, 2015, 85,035 GDRs
 have remained outstanding, the underlying shares of which forms part of
 the existing paid up capital of the Company.
 
 The manner of utilization of GDR proceeds as on March 31, 2015, is as
 under:
 
 Particulars                                         Amount
                                                    (Rs. In Lakhs)
 
 Acquisition of FA including CPE                       7,669.88
 
 GDR Issue Expenses                                      344.63
 
 Advance Against Share Application
 
 Money given to erstwhile Subsidiary                      56.14
 
 Repayment of Bank Loans                                 755.22
 
 Operation Expenses including
 interest payment bank charges,
 exchange fluctuation                                 21,819.05
 
 Less: Interest earned-realized                         (439.94)
 
 Balance with non-scheduled bank                      27,570.40
 
 Total                                                57,775.37
 
 NON CONVERTIBLE DEBENTURES
 
 Your Company had issued and allotted 200 (Two Hundred Only) Rated,
 Unlisted, Secured, Redeemable Non-Convertible Debentures (NCDs) of
 the Face value of Rs. 1,00,00,000/-(Rupees One Crores Only) each, for
 cash, aggregating to Rs. 200,00,00,000/-(Rupees Two Hundred Crores Only)
 on Private Placement basis on October 1, 2014. Credit Rating
 Information Services of India Limited (CRISIL) has assigned an ''A-''
 rating which signifies that the debentures are considered to have
 adequate degree of safety regarding timely servicing of financial
 obligations and carry low credit risk.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 Management Discussion and Analysis Statement for the year under review
 as provided under Clause 49 of the Listing Agreement with the Stock
 Exchanges is separately attached hereto and forms a part of this Annual
 Report.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 In compliance with requirements of Section 135 of the Companies Act,
 2013, your Company has constituted a Corporate Social Responsibility
 Committee (CSR Committee). The CSR Committee comprises of two
 Independent Directors and the Managing Director.  The Committee has
 approved the CSR Policy with Education, Health Care, Women Empowerment
 and Sports as primary focus area. Your Company shall spend at least 2%
 of the average net profits of the Company made during the three
 immediately preceding Financial Years in pursuance of its Corporate
 Social Responsibility Policy when the Company has net profits for a
 period of three consecutive Financial Years. Since the Company
 presently does not have profits for three consecutive Financial Years,
 the annual report on CSR activities as prescribed under Companies
 (Corporate Social Responsibility Policy) Rules, 2014 is not applicable.
 
 POSTAL BALLOT
 
 During the year under review, your Company sought the approval of the
 Shareholders on the following matters, vide Postal Ballot Notice dated
 July 22, 2014
 
 - Special Resolution under Section 180(1)(c) of Companies Act, 2013 to
 borrow upto RS. 3,000 crores over and above the paid-up share capital
 and free reserves of the Company.
 
 - Special Resolution under Section 180(1)(a) of Companies Act, 2013 for
 creation of Charge/ mortgage on assets of the Company.
 
 - Special Resolution under Section 42 and 71 of Companies Act, 2013 to
 offer or invite subscription of non-convertible debentures on private
 placement basis.
 
 - Special Resolution under Section 186 of Companies Act, 2013 to
 authorize the Board of Directors for making investment/giving any loan
 or guarantee/providing security.
 
 The said notice along with Postal Ballot Form and Business Reply
 Envelopes were duly sent to the Shareholders and your Company also
 offered E-Voting facility as an alternate option for voting by the
 Shareholders, which enabled them to cast their votes electronically,
 instead of Physical Postal Ballot Form.  The result on the voting
 conducted through Postal Ballot process was declared on September 10,
 2014.
 
 During the year under review, your Company also sought the approval of
 the Shareholders on the following matters, vide Postal Ballot Notice
 dated October 29, 2014.
 
 - Special Resolution under Section 180(1)(a) of the Companies Act, 2013
 to approve Sale/transfer of Company''s Non-Core Business (including Set-
 top boxes, Dish antenna and related services ) to its Wholly owned
 Subsidiary , as a going concern basis.
 
 The said notice along with Postal Ballot Form and Business Reply
 Envelopes were duly sent to the Shareholders and your Company also
 offered E-Voting facility as an alternate option for voting by the
 Shareholders, which enabled them to cast their votes electronically,
 instead of Physical Postal Ballot Form.  The result on the voting
 conducted through Postal Ballot process was declared on February 3,
 2015.
 
 The procedure prescribed under Section 110 of the Companies Act, 2013
 read with the Companies (Management and Administration) Rules 2014, was
 adopted for conducting the Postal Ballot.
 
 Further, details related to the Postal Ballot procedure adopted, voting
 pattern and result thereof have been provided under the General Meeting
 Section of ''Report on Corporate Governance''.
 
 CORPORATE GOVERNANCE
 
 ''Corporate Governance'' is an ethically driven business process that is
 committed to values aimed at enhancing an organization''s brand and
 reputation in order to achieve the objectives of the organization
 transparently. This is ensured by taking ethical business decisions and
 conducting business with a commitment to values, while meeting
 shareholder''s expectations. Corporate Governance is not just a
 destination but a journey to constantly improve sustainable value
 creation.
 
 Your Company believes that a sound, transparent, ethical and
 responsible Corporate Governance framework essentially emanates from
 the intrinsic will and passion for good governance ingrained in the
 organization. Further, Your Company believes that maintaining the
 highest standards of Corporate Governance is imperative in its pursuit
 of leadership in the Direct to Home (''DTH'') business. The Company
 continues to focus its resources, strengths and strategies to achieve
 its vision of continuing to be the leader in DTH Industry.
 
 Your Company considers it an inherent responsibility to disclose timely
 and accurate information and also places high emphasis on best business
 practices and standards of governance besides strictly complying with
 the requirements of Clause 49 of the Listing Agreement and applicable
 provisions of Companies Act, 2013.
 
 The Audit Committee of the Board has been vested with powers and
 functions relating to Risk Management which inter alia includes (a)
 review of risk management policies and business processes to ensure
 that the business processes adopted and transactions entered into by
 the Company are designed to identify and mitigate potential risk; (b)
 laying down procedures relating to Risk assessment and minimization;
 and (c) formulation, implementation and monitoring of the risk
 management plan.
 
 The Company is in compliance of all mandatory requirements regarding
 Corporate Governance as stipulated under Clause 49 of the listing
 agreement with the stock exchange(s). Certificate issued by the
 Statutory Auditors of the Company on compliance of the conditions of
 Corporate Governance stipulated in Clause 49 of the Listing Agreement
 with the stock exchange(s) forms part of the Corporate Governance
 Report.
 
 Your Board has in accordance with the requirements of Companies Act,
 2013 and Clause 49 of the Listing Agreement has adopted new policies
 and amended existing policies such as policy on Related Party
 Transaction, Code of Conduct for Directors and Senior Management,
 Corporate Social Responsibility Policy and Whistle Blower and Vigil
 Mechanism Policy. These Policies are disclosed on the Company''s website
 and is accessible at http://www.dishtv.in/Pages/Investor/
 Corporate-Governance.aspx
 
 Board Diversity
 
 As on March 31, 2015, your Board comprises of 8 Directors including 4
 Independent Directors. The Company recognizes and embraces the
 importance of a diverse Board in its success. The Board has adopted the
 Board Diversity Policy.
 
 Number of Meetings of the Board
 
 The Board met nine times during the Financial Year, the details of
 which are given in the Corporate Governance Report which forms part of
 this Annual Report. The intervening gap between any two meetings was
 within the period prescribed by the Companies Act, 2013 and Listing
 Agreement.
 
 Declaration by Independent Directors
 
 Independent Directors of the Company provide declarations both at the
 time of appointment and annually confirming that they meet the criteria
 of independence as prescribed under Companies Act, 2013 and Clause 49
 of the Listing Agreement.
 
 Directors
 
 As on March 31, 2015, Your Board comprises of 8 Directors including 4
 Independent Directors.
 
 During the year under review, Ms. Asha Swarup was appointed as an
 Additional Independent Woman Director with effect from September 29,
 2014 in compliance with the provisions of revised Clause 49 of Listing
 Agreement and Companies Act, 2013. Ms.  Asha Swarup resigned as
 Director of the Company as at the close of business on March 20, 2015
 due to emerging changes and engagements and difficulty to travel. Your
 Board places on record its appreciation for contributions made by Ms.
 Asha Swarup during her tenure as Additional Independent Woman Director.
 
 Your Board has subsequently inducted Dr. Rashmi Aggarwal as an
 Additional Independent Director with effect from May 26, 2015. In terms
 of Section 161 of the Companies Act, 2013, Dr. Rashmi Aggarwal shall
 hold office up to the date of the ensuing Annual General meeting. The
 Company has received a notice in writing along with requisite deposit
 pursuant to Section 160 of Companies Act, 2013, proposing appointment
 of Dr.  Rashmi Aggarwal as Director of the Company. Your Board has
 recommended appointment of Dr. Rashmi Aggarwal as an Independent
 Director not liable to retire by rotation for a period of 3 (three)
 consecutive years with effect from the conclusion of the 27th Annual
 General Meeting.
 
 Mr. Ashok Kurien, Non-Executive Director is liable to retire by
 rotation at the ensuing Annual General Meeting and, being eligible he
 has offered himself for re-appointment. Your Board recommends his re-
 appointment.
 
 Key Managerial Personnel
 
 In compliance with the requirements of Section 203 of the Companies
 Act, 2013, Mr. Jawahar Lal Goel, Managing Director, Mr. Rajagopal
 Chakravarthi Venkateish, Chief Executive Officer, Mr. Rajeev Kumar
 Dalmia, Chief Financial Officer and Mr. Ranjit Singh, Company Secretary
 of the Company were nominated as Key Managerial Personnel.
 
 Board Evaluation
 
 The Nomination & Remuneration Committee and the Board at their meetings
 held on March 20, 2015, approved the Performance evaluation Policy (For
 Board, Individual Directors, Chairperson, Committees of Board) and laid
 down criteria for performance evaluation of Directors, Chairperson,
 Managing Director, Board Level Committees and Board as a whole and also
 the evaluation process for the same.
 
 The statement indicating the manner in which formal annual evaluation
 of the Directors, the Board and Board level Committees are given in the
 Corporate Governance Report which forms part of this Annual
 
 Report. The performances of the members of the Board, the Board level
 Committees and the Board as a whole were evaluated at the meeting of
 the Independent Directors and the Board of the Directors held on March
 20, 2015.
 
 Policy on Directors'' appointment and remuneration
 
 In compliance with the requirements of Section 178 of the Companies
 Act, 2013, the Nomination & Remuneration Committee of your Board had
 fixed various criteria for nominating a person on the Board which inter
 alia include desired size and composition of the Board, age limits,
 qualification / experience, areas of expertise and independence of
 individual.  The Committee had also approved in-principle that the
 initial term of an Independent Director shall not exceed 3 years. Your
 Company has also adopted a Nomination, Appointment, Remuneration and
 Training Policy, salient features whereof is annexed to this report.
 
 Familiarisation Programme for Independent Directors
 
 During the year under review, the Board including all Independent
 Directors were explained about their roles, rights and responsibilities
 in the Company through detailed presentations on the changes in
 backdrop of the Companies Act, 2013 and Listing Agreement. To
 familiarize the Directors with strategy, operations and functions of
 the Company, the senior managerial personnel make presentations about
 Company''s strategy, operations, product offering, market, technology,
 facilities and risk management.
 
 Further, at the time of appointment of an Independent Director, the
 Company issues a formal letter of appointment outlining their duties
 and responsibilities as a Director.
 
 Committees of the Board
 
 Currently, the Board has seven standing committees viz. Audit
 Committee, Nomination and Remuneration Committee, Corporate Social
 Responsibility Committee, Budget Committee, Finance Committee, Cost
 evaluation and rationalization committee and Stakeholders'' Relationship
 Committee. The Audit Committee of the Board comprises of 4 (Four)
 members, 3 (three) of whom are Independent Directors, with Mr. B.D.
 Narang, Non-Executive Independent Director, as its Chairman and Mr.
 Arun Duggal, Mr. Lakshmi Chand and Mr. Mintoo Bhandari as the members
 of the Audit Committee. A detailed note on the Board and its Committees
 is provided under the Report on Corporate Governance section.
 
 Vigil Mechanism
 
 The Board has adopted a Whistle Blower Policy (Vigil Mechanism) to
 provide opportunity to Directors/ Employees/Stakeholders of the Company
 to report concerns about unethical behavior, actual or suspected fraud
 of any Director and/or Employee of the Company or any violation of the
 Code of Conduct.  Further during the year under review, no case was
 reported under the Vigil Mechanism.
 
 AUDITORS
 
 Statutory Auditors: At the 26th Annual General Meeting of the Company
 held on September 29, 2014, Walker Chandiok & Co. LLP, Chartered
 Accountants, Gurgaon, having Registration No 001076N/N-500013 were
 appointed as the Statutory Auditors of the Company to hold office till
 the conclusion of the 29th Annual General Meeting. In terms of the
 first proviso to Section 139 of the Companies Act, 2013, the
 appointment of the Auditors shall be placed for ratification at every
 Annual General Meeting.  Accordingly, the appointment of Walker
 Chandiok & Co. LLP, Chartered Accountants, as Statutory Auditors of the
 Company, is placed for ratification by the Shareholders. In this
 regard, the Company has received a certificate from the Statutory
 Auditors to the effect that if they are reappointed, it would be in
 accordance with the provisions of Section 141 of the Companies Act,
 2013.
 
 Secretarial Auditor: During the year, the Board appointed Mr. Jayant
 Gupta, Practicing Company Secretary, proprietor of M/s Jayant Gupta &
 Associates, Company Secretaries as the Secretarial Auditor of the
 Company for conducting the Secretarial Audit for the financial year
 2014-15. The Secretarial Audit was carried out in compliance with
 Section 204 of the Companies Act, 2013 and the Companies (Appointment
 and Remuneration of Managerial Personnel) Rules, 2014.
 
 The report of Statutory Auditor and/or Secretarial Auditor forming part
 of this Annual report does not contain any qualification, reservation
 or adverse remarks.
 
 DISCLOSURES:
 
 i. Particulars of Loans, guarantees and investments: Particulars of
 Loans, guarantees and investments made by the Company required under
 Section 186(4) of the Companies Act, 2013 are contained in Note no. 52
 to the Standalone Financial Statements.
 
 ii. Borrowings and Debt Servicing: During the year under review, your
 Company has met all its obligations towards repayment of principal and
 interest on loans availed.
 
 iii. Transactions with Related Parties: None of the transactions with
 related parties fall under the scope of Section 188(1) of the Act. All
 Related Party Transactions entered during the year were in Ordinary
 Course of the Business and on Arm''s Length basis. No Material Related
 Party Transactions, i.e. transactions exceeding ten percent of the
 annual consolidated turnover as per the last audited financial
 statements, were entered during the year by your Company.  Accordingly,
 the disclosure of Related Party Transactions as required under Section
 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.
 
 iv. Deposits: Your Company has not accepted any public deposit under
 Chapter V of the Companies Act, 2013.
 
 v. Extract of Annual Return: The extract of Annual return in form MGT-9
 as required under Section 92(3) of the Act read with Companies
 (Management & Administration) Rules, 2014 is annexed to this report.
 
 vi. Sexual Harassment: The Company has zero tolerance for Sexual
 Harassment at workplace and has adopted a Policy on prevention of
 Sexual Harassment in line with the provisions of Sexual Harassment of
 Woman at Workplace (Prevention, Prohibition and Redresssal) Act, 2013
 and the Rules made thereunder. There was no complaint on sexual
 harassment during the year under review.
 
 vii. Regulatory Orders: No significant or material orders were passed
 by the regulators or courts or tribunals which impact the going concern
 status and Company''s operations in future.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
 AND OUTGO
 
 Your Company is in the business of providing Direct- to- Home (''DTH'')
 services. Since the said activity does not involve any manufacturing
 activity, most of the Information required to be provided under Section
 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts)
 Rules, 2014, are not applicable.
 
 However the information, as applicable, are given hereunder:
 
 Conservation of Energy:
 
 Your Company, being a service provider, requires minimal energy
 consumption and every endeavor is made to ensure optimal use of energy,
 avoid wastages and conserve energy as far as possible.
 
 Technology Absorption:
 
 In its endeavor to deliver the best to its viewers and business
 partners, your Company is constantly active in harnessing and tapping
 the latest and best technology in the industry.
 
 Foreign Exchange Earnings and Outgo:
 
 Particulars of foreign currency earnings and outgo during the year are
 given in Note no. 30, 31 and 32 to the notes to the Accounts forming
 part of the Annual Accounts.
 
 HUMAN RESOURCE MANAGEMENT
 
 Your Company has been successful in attracting best of the talent from
 industry and academic institutions and has been successful in retaining
 them. We hire for talent, passion and right attitude through latest
 recruitment and selection practices. We have established our reputation
 for being a vibrant learning organization driven by passion. We
 provides conducive and healthy climate with values of openness,
 enthusiasm, experimentation and collaboration. We deploy quality HR
 services to attract, develop, motivate and retain a diverse workforce
 with supportive work environment. The Company is committed to
 nurturing, enhancing and retaining talent through superior learning &
 Organization Development interventions.
 
 Long term development of human capital and strategic deployment of
 retention tools is at the core of your Company''s strategy. Your Company
 believes that committed employees are vital for the sustained growth of
 the Company. The Company takes pride in the commitment, competence and
 dedication shown by its employees in all areas of business. Your
 company has established policies and procedures to discover and use the
 employees'' capabilities and potential to increase their commitment and
 contribution to the overall organization.
 
 The Company has a robust appraisal system based on MBO (Management by
 Objectives) philosophy
 
 following a top down approach and open performance discussions. We
 encourage meritocracy and reward excellence in performance. The
 employees display highest level of business integrity and ethics in
 their business conduct.
 
 PARTICULARS OF EMPLOYEES
 
 As on March 31, 2015, the total numbers of employees on the records of
 the Company were 1020. The information required under Section 197 of
 the Companies Act, 2013 (''Act'') read with the Companies (Appointment
 and Remuneration of Managerial Personnel) Rules, 2014, along with
 statement showing names and other particulars of the employees drawing
 remuneration in excess of the limits prescribed under the said rules is
 annexed to this report.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 In terms of and pursuant to Section 134 of the Companies Act, 2013, as
 amended from time to time, in relation to the Annual Financial
 Statements for the Financial Year 2014-15, your Directors confirm the
 following:
 
 a) The Financial Statements of the Company comprising of the Balance
 Sheet as at March 31, 2015 and the Statement of Profit & Loss for the
 year ended on that date, have been prepared on a going concern basis
 following applicable accounting standards and that no material
 departures have been made from the same;
 
 b) Accounting policies selected were applied consistently and the
 judgments and estimates related to the financial statements have been
 made on a prudent and reasonable basis, so as to give a true and fair
 view of the state of affairs of the Company as at March 31, 2015, and,
 of the profit of the Company for the year ended on that date;
 
 c) Proper and sufficient care has been taken for maintenance of
 adequate accounting records in accordance with the provisions of the
 Act, to safeguard the assets of the Company and for preventing and
 detecting fraud and other irregularities;
 
 d) Requisite internal financial controls were laid down and that such
 financial controls are adequate and operating effectively; and
 
 e) Proper systems have been devised to ensure compliance with the
 provisions of all applicable laws and such systems are adequate and
 operating effectively.
 
 RISK MANAGEMENT SYSTEM & INTERNAL CONTROL SYSTEMS
 
 Your company has an effective internal control and risk mitigation
 system, which is constantly assessed and strengthened with standard
 operating procedures and which ensures that all the assets of the
 Company are safeguarded and protected against any loss and that all the
 transactions are properly authorized and recorded. The Company has laid
 down procedures to inform audit committee and board about the risk
 assessment and mitigation procedures, to ensure that the management
 controls risk through means of a properly defined framework. The
 internal control systems of your company ensures that all assets are
 safeguarded and protected against loss from unauthorized use or
 disposition and those transactions are authorized, recorded and
 reported correctly.
 
 Your Company has in place adequate internal financial controls with
 reference to financial statements.  Based on internal financial control
 framework and compliance systems established in the Company, the work
 performed by statutory, internal and secretarial auditors and reviews
 performed by the management and/or relevant Audit and other Committees
 of the Board, your Board is of the opinion that the Company''s internal
 financial controls were adequate and effective during the financial
 year 2014-15. During the year, no reportable material weakness in the
 design or operation was observed.
 
 Properly documented policies, guidelines and procedures are laid down
 for this purpose. The internal control system has been designed to
 ensure that the financial and other records are reliable for preparing
 financial and other statements and for maintaining accountability of
 assets.
 
 The Company also has an Audit Committee, presently comprising of 4
 (four) Non-Executive professionally qualified Directors, who interact
 with the Statutory Auditors, Internal Auditors, Cost Auditors and
 Auditees in dealing with matters within its terms of reference. The
 Committee inter alia deals with accounting matters, financial reporting
 and internal controls which also periodically reviews the Risk
 Management Process.
 
 RATINGS
 
 CRISIL, a Credit rating agency, has during the year under review
 assigned ''CRISIL A- / Stable (Assigned)'' rating to the New Banking
 Facilities of the Company.
 
 CARE (Credit Analysis and Research Limited), a Credit rating agency has
 revised the rating of Long-
 
 Term Bank Facilities of the Company from ''CARE BBB (Triple B)'' to ''CARE
 A- (Single A minus)''.  The revision in standalone rating of the Company
 factors in comfortable debt coverage metrics (Total Debt/GCA & Interest
 coverage ratio), availability of large unencumbered deposits (cash) to
 meet any contingencies and strong parentage.
 
 INDUSTRIAL OPERATIONS
 
 The Company maintained healthy, cordial and harmonious industrial
 relations at all levels. The enthusiasm and unstinting efforts of the
 employees have enabled the Company to remain at the leadership position
 in the industry. It has taken various steps to improve productivity
 across the organization.
 
 CAUTIONARY STATEMENT
 
 Statements in this Report, particularly those which relate to
 Management Discussion and Analysis, describing the Company''s
 objectives, projections, estimates and expectations, may constitute
 ''forward looking statements'' within the meaning of applicable laws and
 regulations and actual results might differ.
 
 ACKNOWLEDGEMENT
 
 It is our strong belief that caring for our business constituents has
 ensured our success in the past and will do so in future. Your
 Directors acknowledge with sincere gratitude the co-operation and
 support extended by the Central and State Governments, the Ministry of
 Information and Broadcasting (''MIB''), the Department of
 Telecommunication (''DOT''), Ministry of Finance, the Telecom Regulatory
 Authority of India (''TRAI''), the Stock Exchanges - and other
 stakeholders including employees, subscribers, vendors, bankers,
 investors, service providers as well as other regulatory and government
 authorities.
 
 Your Board also takes this opportunity to express its deep gratitude
 for the continued co-operation and support received from its valued
 stakeholders.
 
                            For and on behalf of the Board
 
                            Jawahar Lal Goel      B D Narang
 
                            Managing Director     Independent Director
 
                            DIN: 00076462         DIN: 00038052
 
 Place: Noida
 
 Date: 4 August 2015
Source : Dion Global Solutions Limited
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